1
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the 10th day of March 2000, by and among
Prism Financial Corporation, a Delaware corporation (the "Company"), Xxxx X.
Filler (the "Executive"), and Royal Bank of Canada, a bank organized and
existing under the laws of Canada ("Acquiror").
WHEREAS, Acquiror and the Company have determined that it is in
their respective best interests to assure that the Company will have the
continued dedication of the Executive pending the merger (the "Merger") of
the Company and Rainbow Acquisition Subsidiary, Inc., a Delaware corporation
and wholly owned subsidiary of Acquiror ("Acquisition") pursuant to the
Merger Agreement dated as of March 10, 2000 among the Company, Acquiror and
Acquisition (the "Merger Agreement"), and to provide the Company, as the
surviving corporation of the Merger, with continuity of management.
Therefore, in order to accomplish these objectives, the Executive, Acquiror
and the Company have entered into this employment agreement.
WHEREAS, the Executive desires to accept such continued
employment, subject to the terms and provisions of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. EFFECTIVE TIME. The "Effective Time" shall mean the
effective time of the Merger, provided the Executive is employed by the
Company at such time. As of the Effective Time, any and all other employment
agreements entered into between the Company and Executive prior to the
Effective Time (including, without limitation, any employment agreement
entered into among the Company, Executive and Acquiror in connection with or
in contemplation of the transactions contemplated by the Merger Agreement)
shall terminate and become null and void, provided that any option agreements
between the Executive and the Company shall terminate and become null and
void only upon the final installment payment of the special retention bonus
contemplated by Section 2.10(b) of the Merger Agreement and provided further
that upon any termination of the Merger Agreement, this sentence will be
inapplicable.
2. EMPLOYMENT PERIOD. The Company hereby agrees to continue
to employ the Executive, and the Executive hereby agrees to continue in the
employ of the Company subject to the terms and conditions of this Agreement,
for the period commencing as of the Effective Time and ending on December 31,
2003 (the "Employment Period").
3. TERMS OF EMPLOYMENT.
(a) Position and Duties.
(i) During the Employment Period, the Executive
shall serve as President and Chief Executive Officer and as a member of
the Board of Directors of the Company with the appropriate authority,
duties and responsibilities attendant to such
2
position. After the Employment Period, the Executive may continue to
serve the Company under a mutually agreed upon arrangement.
(ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled,
the Executive agrees to devote substantially all of his business
attention and time to the business and affairs of the Company and, to
the extent necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive's reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the
Employment Period, it shall not be a violation of this Agreement for
the Executive to continue, with respect to current positions and
arrangements disclosed to the Board of the Company (the "Board") and,
with prior written approval of the Board of Directors of the Company,
with respect to future positions and arrangements, to, (A) serve on a
reasonable number of corporate, civic or charitable boards or
committees, (B) deliver a reasonable number of lectures and speeches
and (C) manage personal investments, so long as such activities do not
interfere with the proper performance of the Executive's
responsibilities as an employee of the Company in accordance with this
Agreement. Promptly after the Effective Time, Executive will submit to
the Board a list of all existing board or committee memberships and
submit to the Board for approval a list of pending or future board or
committee memberships, which approval will not be unreasonably
withheld.
(b) Compensation.
(i) Annual Base Salary. During the initial twelve
months of the Employment Period, the Executive shall receive an annual
base salary ("Annual Base Salary") of $250,000, payable in accordance
with regular payroll practices of the Company. Thereafter, the
Executive shall receive an annual base salary in an amount determined
by the Board, but not less than his initial Annual Base Salary with any
such increased amount thereafter being the Annual Base Salary. Any
increase in Annual Base Salary shall not serve to limit or reduce any
other obligation to the Executive under this Agreement. The Executive
shall not be entitled to receive any additional consideration for
service during the Employment Period as a member of the Board of
Directors of the Company or any of its subsidiaries.
(ii) Interim Bonus and Annual Bonus. Provided the
Executive's employment has not been terminated for Cause or due to a
voluntary termination by the Executive (other than due to Constructive
Termination, death or Disability) on the respective dates of payment,
the Executive shall be eligible to participate in a bonus pool (the
"Interim Bonus") on December 31, 2000 where the aggregate pool for all
participants shall not be less than $105,000. The Executive shall be
eligible to participate in an annual cash bonus pool for executives
("Annual Bonus") with respect to the first 12 months of this Agreement,
whereby the aggregate pool for all participants shall not be less than
$1,825,000 to be paid no later than 13 months after the date of this
Agreement. The distribution of 50% of the Annual Bonus Pool will be
unconditional and solely at the discretion of Xxxx Xxxxxx (with no
restriction whatsoever) and the remainder at the discretion of the
Board. Thereafter, the Executive shall be
2
3
eligible to receive annual bonuses during the Employment Period in an
amount and in accordance with any plan as may be determined by the
Board.
(iii) Stock Options. The Executive shall be eligible
to participate in the Acquiror's 1999 Stock Option Plan (the "Plan"),
with grants made at the discretion of the Acquiror's Board of
Directors. Any stock options granted to the Executive shall be subject
to all of the terms and conditions of the Plan, including applicable
provisions regarding vesting, and expiration of options upon
termination of employment. Such stock options shall be administered in
accordance with the Plan attached hereto as Appendix A and pursuant to
a Stock Option Agreement reasonably acceptable, including as to
vesting, to the Executive.
(iv) Profit Sharing. In addition, provided the
Executive's employment has not been terminated for Cause or due to a
voluntary termination by the Executive, on the one-year anniversary of
the Effective Time, the Executive shall receive, on the thirtieth day
after the last day of each of the Company's 2001, 2002 and 2003 fiscal
year, a profit-sharing bonus equal to 2.5% of the pre-tax net income of
the Company (the "Profit Sharing Bonus"), prorated for that portion of
the fiscal year that the Executive was employed by the Company. With
respect to the Profit Sharing Bonus, the parties will reasonably agree
upon the allocation of profits related to synergies with Acquiror and
Acquiror's other affiliates. The goodwill amortization associated with
the acquisition of the Company pursuant to the Merger Agreement will
not be deducted from the calculation of pre-tax net income of the
Company for purposes of this Section 3(a)(iii). If Acquiror determines
to reorganize the Company, the parties will determine a fair,
reasonable formula in keeping with the intent of this Agreement. The
Profit Sharing Bonus shall be earned by Executive and accrued on a
daily basis.
(v) Other Employee Benefit Plans. During the
Employment Period, except as otherwise expressly provided herein, the
Executive shall be entitled to participate in all employee benefit,
welfare and other plans, practices, policies and programs of the
Company (collectively, "Employee Benefit Plans"), subject only to the
generally applicable eligibility provisions of such plans; provided
that the Executive shall at all times during the Employment Period, be
entitled to receive benefits that are comparable to those provided to
other employees in positions of comparable rank with the Acquiror and
its wholly owned subsidiaries. In addition, during the Employment
Period, the Executive will be entitled to participate in Acquiror's
leased automobile program which will provide a leased automobile up to
a capital cost limit of $27,200 plus fuel, maintenance, insurance and
reserved parking at the Executive's place of work. The Company will
pay the cost of personal initiation fees and annual dues for a
recreational or social club of the Executive's choosing.
4. TERMINATION OF EMPLOYMENT.
(a) Death or Disability. The ExecutiveSection s
employment shall terminate automatically upon the ExecutiveSection s death
during the Employment Period and in that case the Date of Termination shall
be the date of death. If the Company determines in good faith that the
3
4
Executive has become Disabled during the Employment Period (pursuant to the
definition of "Disabled" or "Disability" set forth below), the Company may
terminate Executive's employment by giving written notice to the Executive in
accordance with Section 10(c) of this Agreement of the Company's intention to
terminate Executive's employment. In such event, the ExecutiveSection s
employment with the Company shall terminate effective on the 30th day after
receipt of such notice by the Executive (the "Disability Effective Date"),
provided that, within the 30 days after such receipt, the Executive shall not
have returned to full-time performance of the ExecutiveSection s duties. For
purposes of this Agreement, whether the Executive has become "Disabled" (or
incurs a Disability) shall be determined under the CompanySection s long-term
disability plan as in effect for employees of the Company as of the date of
this Agreement. If the ExecutiveSection s employment is terminated by reason
of disability, the Date of Termination shall be the Disability Effective
Date, or any later date specified by the Company.
(b) Cause. The Company may terminate the
ExecutiveSection s employment during the Employment Period for Cause. For
purposes of this Agreement, "Cause" shall mean:
(i) the commission by the Executive of an act of
criminal or fraudulent misconduct that results in material economic
harm or acute public embarrassment to the Company, its parent or a
subsidiary of the Company (including, but not limited to, the willful
violation of any material law, rule, regulation, or cease and desist
order applicable to the Executive) any breach by Executive of a
covenant contained in the Stockholders' Agreement or a deliberate
breach of a fiduciary duty owed by the Executive to the Company, its
parent or its parentSection s shareholders;
(ii) the ExecutiveSection s habitual absence from
work other than as a result of illness or Disability, continuous and
intentional failure to perform stated duties, gross negligence, or
gross incompetence in the performance of the ExecutiveSection s stated
duties; provided that the Executive shall be provided with notice of
any situation set forth herein and a reasonable opportunity to cure
such situation;
(iii) the ExecutiveSection s chronic alcohol or drug
abuse that results in a material impairment of the ExecutiveSection s
ability to perform his or her duties as an employee of the Company
provided that the Executive shall be provided a reasonable opportunity
to such if the Executive demonstrates a willingness to undergo
treatment or rehabilitation;
(iv) the rendering of a verdict of guilty against or
the entering of a nolo contendre plea by the Executive for any felony
offense (other than a law relating to a traffic violation or similar
offense), whether or not in the line of duty to the Company; or
(v) the final determination by a state or federal
banking agency or governmental authority having jurisdiction over the
Company that the Executive is not suitable to act in the capacity in
which he is employed by the Company or a downgrading in ratings by such
authority, as evidenced in the "Management Aspects During the Annual
Review," on the basis of such determination.
4
5
(c) Notice of Termination. Termination of employment by
the Company or by the Executive shall be communicated by Notice of
Termination to the other party hereto given in accordance with this Section
10(c). For purposes of this Agreement, a "Notice of Termination" means a
written notice which indicates the Date of Termination, as specified below.
The "Date of Termination" means:
(i) if the ExecutiveSection s employment is
terminated by the Company for Cause, the date of receipt of the Notice
of Termination or any later date specified therein within 30 days of
such notice, or
(ii) if the ExecutiveSection s employment is
terminated by the Executive, a date not less than 30 days after the
date of the Notice of Termination, provided, however, that the Company
may waive such 30-day provision.
5. OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(a) Death or Disability. If the ExecutiveSection s
employment is terminated by reason of the ExecutiveSection s death or
Disability during the Employment Period, this Agreement shall terminate
without further obligations to the Executive under this Agreement, other than
for payment of:
(i) the ExecutiveSection s Annual Base Salary
through the Date of Termination to the extent not theretofore paid;
(ii) the Interim Bonus and the Annual Bonus awarded
for the first twelve months of service, in each case to the extent not
theretofore paid;
(iii) a pro rata portion of the annual bonus awarded
for the fiscal year in which the Date of Termination occurs and the
annual bonus awarded for any fiscal year prior thereto, in each case to
the extent earned, accrued or owing to the Executive but not
theretofore paid;
(iv) a pro rata portion of any Profit Sharing Bonus
for the fiscal year in which the Date of Termination occurs and the
Profit Sharing Bonus for any fiscal year prior thereto, in each case to
the extent earned, accrued or owing to the Executive but not
theretofore paid; and
(iv) any other amounts or benefits required to be
paid or provided or which the Executive is eligible to receive through
the Date of Termination under any plan, program, policy or practice or
contract or agreement of the Company, to the extent not theretofore
paid or provided (such other amounts and benefits shall be hereinafter
referred to as the "Other Benefits") through the Date of Termination
and continuation of insurance plans as provided under COBRA.
5
6
Any Annual Base Salary, Interim Bonus and Annual Bonus payable pursuant
to this Section 5(a) shall be paid to the Executive as applicable, in a lump
sum in cash within 30 days after the Date of Termination; in the case of a
pro-rated Annual Bonus, as soon as practicable after the date such bonus is
determined.
(b) Termination Without Cause. If the Executive's
employment is terminated by the Company without Cause, or if the Executive
terminates as a result of a Constructive Termination (as defined below), this
Agreement shall terminate without further obligations to the Executive under
this Agreement, other than for payment of:
(i) the Executive's Annual Base Salary through the
Employment Period to the extent not theretofore paid;
(ii) the Interim Bonus and the Annual Bonus awarded
for the first twelve months of service, in each case to the extent not
theretofore paid;
(iii) a pro rata portion of the annual bonus awardedz
for the fiscal year in which the Date of Termination occurs and the
annual bonus for any fiscal year prior thereto, in each case to the
extent earned, accrued or owing to the Executive but not theretofore
paid;
(iii) a pro rata portion of any Profit Sharing Bonus
for the fiscal year in which the Date of Termination occurs and the
Profit Sharing Bonus for any fiscal year prior thereto, in each case to
the extent earned, accrued or owing to the Executive but not
theretofore paid; and
(iv) Other Benefits through the Date of Termination
and continuation of insurance plans as provided under COBRA.
For purposes of this Agreement, "Constructive Termination" means the
Executive's voluntary termination of employment after any of the following
are undertaken without the Executive's express written consent: (A) the
assignment to the Executive of any duties or responsibilities inconsistent
with the Executive's title and position, authority, duties or
responsibilities as contemplated by Section 3(a)(i) of this Agreement, or any
other action by the Company which results in a diminution in such position,
authority, duties or responsibilities, excluding for the purpose of this
clause (A) an isolated, insubstantial and inadvertent action not taken in bad
faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Executive; (B) a reduction in the Executive's Annual
Base Salary or a change in the Annual Bonus pool or in the percentage of
pre-tax net income payable as the Profit Sharing Bonus; (C) a relocation of
the Executive to a location more than ten (10) miles from the location at
which the Executive performed his duties immediately prior to the Effective
Time, except for required travel by the Executive on the Company's business
to an extent substantially consistent with the Executive's business travel
obligations prior to the Effective Time or (D) any breach by the Company or
Acquiror of this Agreement.
6
7
(c) Termination for Cause; Voluntary Termination. If the
ExecutiveSection s employment shall be terminated by the Company for Cause or
the Executive terminates his employment prior to the end of the Employment
Period on his own initiative (other than due to Constructive Termination,
death or Disability), this Agreement shall terminate without further
obligation to the Executive other than the obligation to pay to the Executive
his Annual Base Salary through the Date of Termination to the extent
theretofore unpaid and the Other Benefits through the Date of Termination.
6. NO MITIGATION. In no event shall the Executive be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and such amounts shall not be reduced whether
or not the Executive obtains other employment.
7. COVENANT NOT TO COMPETE; CONFIDENTIAL INFORMATION;
INTELLECTUAL PROPERTY.
(a) From and after the Effective Time during the term of
this Agreement, and for a period of six (6) months after the Date of
Termination, the Executive shall not:
(i) directly or indirectly, own, manage, operate,
join, control, or participate in the ownership, management, operation
or control of, or be employed by or perform services for, any Competing
Business, whether for compensation or otherwise, without the prior
written consent of the Company. For the purposes of this Agreement, a
"Competing Business" shall be (A) any business by which the Executive
is employed which is, at the Date of Termination, a significant
competitor of the Company; it being agreed that the term "business"
shall refer to the specific division or subsidiary by which Executive
is employed, not such division's or subsidiary's corporate group; (B)
any Company the primary business of which is the origination of
residential mortgage loans whether or not Executive is employed by such
business; or (C) any affordable or historic tax syndication business;;
provided, that, the Executive may own up to five percent (5%) (measured
by value) of the outstanding securities of any public entity, the
shares of which are traded on a national stock exchange or quoted on
the Nasdaq National Market;
(ii) in any manner, directly or indirectly, Solicit
a Client to transact business with a Competing Business or to reduce or
refrain from doing any business with the Company, or interfere or
damage (or attempt to interfere with or damage) any relationship
between the Company and a Client. For purposes of the Agreement, the
term "Solicit" means any direct or indirect written or oral
communication, inviting, advising, encouraging, inducing or requesting
any person or entity, in any manner, to take or refrain from taking any
action. For purposes of this Agreement, the term "Client" means any
client or customer or prospective client or customer of the Company to
whom the Executive provided services, or for whom the Executive
transacted business, or whose identity became known to the Executive in
connection with the Executive's relationship with or employment by the
Company; or
7
8
(iii) directly or indirectly (whether on the
Executive's own behalf or on behalf of any other person or entity)
solicit, entice, advise or encourage any officer, employee or
consultant (determined as of the Date of Termination of the Executive)
of the Company or any of its affiliates or subsidiaries to terminate
such person's or entity's employment or consulting relationship or with
respect to any officer or employee of the Company or its subsidiaries,
hiring any such officer or employee.
(b) The Executive hereby acknowledges that, as an
employee of the Company, he will have access to, be making use of, acquiring
and adding to confidential information of a special and unique nature and
value relating to the Company and its strategic plan and financial
operations. The Executive further recognizes and acknowledges that all
confidential information is the exclusive property of the Company, is
material and confidential, and is critical to the successful conduct of the
business of the Company. Accordingly, the Executive hereby covenants and
agrees that he will only use confidential information for the benefit of the
Company or any of its affiliates or subsidiaries and in the course of his
employment for the Company and shall not at any time, directly or indirectly,
during the term of this Agreement and thereafter, divulge, reveal or
communicate any confidential information to any person, firm, corporation or
entity whatsoever, or use any confidential information for his own benefit or
for the benefit of others except as provided herein. All confidential
information removed by the Executive shall be returned to the Company upon
termination of his employment and no copies thereof shall be kept by the
Executive.
(c) Any termination of the ExecutiveSection s employment
or of this Agreement shall have no effect on the continuing operation of this
Section 7.
(d) In addition to the cessation of payments set forth in
Section 7(f), the Executive acknowledges and agrees that the Company will
have no adequate remedy at law, and could be irreparably harmed, if the
Executive breaches or threatens to breach any of the provisions of this
Section 7. The Executive agrees that the Company shall be entitled to
equitable and/or injunctive relief to prevent any breach or threatened breach
of this Section 7, and to specific performance of each of the terms hereof in
addition to any other legal or equitable remedies that the Company may have.
The Executive further agrees that he shall not, in any equity proceeding
relating to the enforcement of the terms of this Section 7, raise the defense
that the Company has an adequate remedy at law.
(e) The terms and provisions of this Section 7 are
intended to be separate and divisible provisions and if, for any reason, any
one or more of them is held to be invalid or unenforceable, neither the
validity nor the enforceability of any other provision of this Agreement
shall thereby be affected. The parties hereto acknowledge that the potential
restrictions on the ExecutiveSection s future employment imposed by this
Section 7 are reasonable in both duration and geographic scope and in all
other respects. If for any reason any court of competent jurisdiction shall
find any provisions of this Section 7 unreasonable in duration or geographic
scope or otherwise, the Executive and the Company agree that the restrictions
and prohibitions contained herein shall be effective to the fullest extent
allowed under applicable law in such jurisdiction.
8
9
(f) The parties acknowledge that this Agreement would not
have been entered into and the benefits described in Sections 3 or 5 would
not have been promised in the absence of the ExecutiveSection s promises
under this Section 7 and that should the Executive be finally determined by
an arbitrator to have engaged in any activity or conduct proscribed
hereunder, all payments under this Agreement other than Other Benefits to the
extent required to be continued by law or by the terms of the applicable plan
shall cease.
(g) The Executive hereby assigns to the Company all of
Executive's right, title and interest in and to, inventions, trade secrets,
works of authorship, ideas, methods, improvements, databases, know-how, data,
developments or discoveries, whether or not patentable or copyrightable (the
"Work Product") which (i) will be, are or have been made, invented,
conceived, reduced to practice, developed or created during the Employment
Period or (ii) using the equipment, supplies, facilities and/or confidential
or proprietary information of the Company. The Executive will take such
action as may be necessary to assist the Company in obtaining statutory or
common law protections for the Work Product.
8. SUCCESSORS.
(a) This Agreement is personal to the Executive and
without the prior written consent of the Company shall not be assignable by
the Executive otherwise than by will or the laws of descent and
distribution. Any purported or attempted assignment in violation hereof
shall be null and void. This Agreement shall inure to the benefit of and be
enforceable by the ExecutiveSection s legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
9. ARBITRATION. Any and all disputes, claims or
controversies, arising from or regarding the interpretation, performance,
enforcement or termination of this Agreement shall (except as provided herein
with respect to injunctive relief) be resolved by final and binding confidential
arbitration, to be held in Chicago, Illinois, in accordance with the Employment
Arbitration Rules of the American Arbitration Association and this Section 9.
Nothing in this Section is intended to prevent either party from obtaining
either injunctive relief in court to prevent irreparable harm pending the
conclusion of any such arbitration or from utilizing any judicial court system
to seek enforcement of an arbitration award.
9
10
10. MISCELLANEOUS.
(a) Any capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Merger Agreement.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without reference to
principles of conflict of laws. The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect. This Agreement
may not be amended or modified otherwise than by a written agreement executed
by the parties hereto or their respective successors and legal
representatives.
(c) All notices and other communications hereunder shall
be in writing and shall be given by hand delivery or overnight courier to the
other parties or by registered or certified mail, return receipt requested,
postage prepaid, addressed or by facsimile transmitted as follows:
If to the Executive:
Xxxx X. Filler
000 Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Telecopier: 000-000-0000
If to the Company:
000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Filler
Telecopier: 000-000-0000
If to the Acquiror:
Royal Bank of Canada
000 Xxx Xxxxxx
00xx Xxxxx, Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx, Xxxxxx
Attn: Xxxxxx X. Xxxxxx
Telecopier: 000-000-0000
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(d) The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.
10
11
(e) The Company may withhold from any amounts payable
under this Agreement such Federal, state, local or foreign taxes as shall be
required to be withheld on such payment pursuant to any applicable law or
regulation or may condition any transfer of property to the Executive on the
ExecutiveSection s satisfaction of such withholding obligations in a manner
satisfactory to the Company.
(f) The ExecutiveSection s or the CompanySection s
failure to insist upon strict compliance with any provision of this Agreement
or the failure to assert any right the Executive or the Company may have
hereunder shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Agreement.
11
12
IN WITNESS WHEREOF, the Executive has hereunto set the
ExecutiveSection s hand and, pursuant to the authorization from its Board of
Directors, the Company has caused these presents to be executed in its name
on its behalf, all as of the day and year first above written.
EXECUTIVE
/s/ XXXX X. FILLER
----------------------------
Xxxx X. Filler
COMPANY
PRISM FINANCIAL CORPORATION,
a Delaware corporation
By: /s/ XXXXX X. XXXXXX
------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer and
Senior Vice President
Acquiror agrees that as of the Effective Time it will honor this
Agreement and treat the Agreement as its own.
ACQUIROR
ROYAL BANK OF CANADA,
a Canadian commercial bank
By: /s/ XXXXXX X. XXXXXX
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President,
Strategic Initiatives
By: /s/ XXXXX X. XXXXX
------------------------
Name: Xxxxx X. Xxxxx
Title: Vice Chairman, Personal and
Commercial Banking
12
