FINANCIAL SERVICES ACQUISITION CORPORATION
EURO BROKERS INVESTMENT CORPORATION
November 19, 1996
Xx. Xxxxxx X.X. Xxxxxxxx
000 Xxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
Dear Xxxxxx:
This letter, when signed by all parties, will confirm our agreement
with respect to the changes in your employment and other relationships with each
of Financial Services Acquisition Corporation ("FSAC") and Euro Brokers
Investment Corporation (the "Company").
1. Termination of Existing Employment Agreement. The existing
employment agreement between you and the Company, dated as of March 8, 1996 (the
"Employment Agreement"), is hereby terminated by mutual agreement, effective as
of the close of business on November 22, 1996 (the "Effective Date"). You hereby
resign, effective as of the Effective Date, as an employee, officer and director
of each of FSAC, the Company and their subsidiaries.
2. Term and Certain Services. From and after the Effective Date, and
continuing through the third anniversary of the Effective Date (the "Term"), you
agree to make yourself reasonably available from time to time on reasonable
notice to consult and cooperate with and advise the Company with respect to such
matters involving the business of the Company as may reasonably be requested
(including, if required, being deposed in third-party lawsuits relating to
periods prior to the Effective Date). There is no minimum amount of time,
however, for which you must make yourself available and it is expressly
understood that you may pursue other personal or business interests during the
Term (subject to the non-competition and other provisions hereof).
3. Compensation. During the Term, in consideration of the above
services and the non-solicitation/non-competition covenants below, the Company
will pay you annual compensation of $450,000, payable in approximately equal
installments in accordance with past practices and the Company's customary
payroll procedures. In addition, you will remain eligible to receive a bonus for
the six-month period ending December 31, 1996, it being understood, however,
that the determination as to the making and, if made, the amount of any such
award will be in the sole discretion of the Board of Directors of the Company.
In addition, during the ten year period following the Effective Date, as
specific additional compensation for your covenants in Paragraph 7 below, the
Company will pay you $2,000 per month, either as reimbursement for your expenses
upon submission of appropriate receipts and invoices or, to the extent such
expenses are not incurred by you, as additional compensation.
FSAC * EBIC
TWO XXXXX XXXXX XXXXXX, XXXXX 0000, XXX XXXX, XXX XXXX
TEL. 000-000-0000 FAX 000-000-0000
Xx. Xxxxxx X.X. Xxxxxxxx
November 19, 1996
Page 2
4. Other Benefits. During the Term (unless you are earlier employed by
another company offering similar benefits), you shall continue to be eligible to
participate, at the Company's expense, in the life insurance, medical insurance
and accident and disability insurance plans that the Company offers to its
executive officers (subject to the requirements of such plans and applicable
law). After the Term and continuing until your death (or, if you are still
married to and predecease your current spouse, continuing until her death), the
Company will use its reasonable best efforts to maintain your participation in
its group medical insurance plan or, if the terms of the plan or of applicable
law do not so allow, will procure and pay for such separate medical insurance
coverage for you and your spouse as is obtainable at a cost not materially in
excess of the cost to the Company at such time of your participation in its
plan. It is understood that the coverage of any such medical insurance (group or
separate) will terminate during any periods in which you otherwise obtain, or
are employed by another company offering, medical insurance benefits and will be
limited to the extent that Medicare/Medicaid (or similar programs) eventually
provide you and your spouse with coverage. The Company will continue to provide
you with your current office space through December 31, 1996.
5. Options. Prior to the Effective Date, FSAC will award you 150,000
stock options under FSAC's 1996 Stock Option Plan, with such options to vest in
three equal installments on the first, second and third anniversaries of the
Effective Date.
6. Stock. FSAC will use its reasonable best efforts during the first
year of the Term to arrange for the private sale or sales, at mutually agreed
prices, of up to 50% of the shares of its common stock currently owned by you
(and up to 50% of any shares received by you during such time upon exchange or
exercise of FSAC warrants currently owned by you).
7. Non-Solicitation/Non-Competition/Confidentiality Covenants. In
consideration of the compensation and other benefits and arrangements provided
for herein, you agree that, without the prior written consent of FSAC's Chief
Executive Officer, you will not, directly or indirectly, with or without pay,
either as an employee,
FSAC * EBIC
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TEL. 000-000-0000 FAX 000-000-0000
Xx. Xxxxxx X.X. Xxxxxxxx
November 19, 1996
Page 3
employer, consultant, agent, principal, partner, stockholder, corporate officer,
director, manager, investor, lender, advisor, owner, associate or in any other
individual or representative capacity, (i) during the Term solicit, entice,
encourage or otherwise attempt to procure or service by telephone or otherwise
accounts from, or otherwise interfere with, disrupt or damage or attempt to
interfere with, disrupt or damage the relationship of the Company or a
subsidiary with, any customers or prospective customers (in each case determined
as of the Effective Date) of the Company or a subsidiary thereof for a business
that is engaged in or otherwise conducts or provides a business or service that
is competitive in any manner (a "Competitive Business") with any of the
businesses or services in which the Company is engaged (or known to you to be
specifically contemplating being engaged) as of the Effective Date (the
"Business"), (ii) during the Term either solicit, entice or encourage any
employee (determined as of the Effective Date) of the Company or a subsidiary
thereof to terminate such employee's employment or aid or assist in any fashion
a Competitive Business in the hiring of such employee or (iii) during the two
year period following the Effective Date engage or participate in, or aid or
assist in any manner, any Competitive Business. Notwithstanding the termination
of the Employment Agreement, you agree that Section 11(a) thereof (relating to
confidentiality) shall survive.
8. Publicity; Non-Disparagement. The content of all press releases and
other publicity concerning the agreement made hereby shall be mutually agreed
among you, FSAC and the Company. Neither you, on the one hand, nor FSAC and the
Company, on the other hand, shall make or publish, directly or indirectly, any
statement which is (or might reasonably be construed to be) disparaging of the
other.
9. No Other Claims. The obligations contained in this letter agreement
constitute the entirety of FSAC's and the Company's obligations to you and,
except for any breach by FSAC or the Company of their respective obligations
hereunder, you agree that none of FSAC, the Company, their subsidiaries or the
respective officers, directors, employees and shareholders thereof will have any
liability to you with respect to the Employment Agreement, your employment with
the Company or the termination of that employment.
10. Key Man Life Insurance and Share Purchase Obligations. Without
limiting the generality of the foregoing Paragraph 9, and notwithstanding
anything to the contrary contained elsewhere in this letter agreement, it is
agreed that the letter agreement, dated May 18, 1995, between you and the
Company with respect to key man life insurance and certain related matters is
hereby terminated in its entirety (to be replaced solely by the obligations of
this Paragraph 10). It is acknowledged that the premiums with respect to the
policy referred to in such letter agreement (the "Policy") have been prepaid
until February
FSAC * EBIC
TWO XXXXX XXXXX XXXXXX, XXXXX 0000, XXX XXXX, XXX XXXX
TEL. 000-000-0000 FAX 000-000-0000
Xx. Xxxxxx X.X. Xxxxxxxx
November 19, 1996
Page 4
1, 1997. The Company agrees to maintain the Policy in effect until such date,
but will not be obligated to (although you hereby agree that the Company will be
permitted to) continue the Policy in effect after such date. If you should die
before February 1, 1997 (or such later date as the Company chooses to maintain
the Policy), it is hereby agreed that FSAC or its designee will purchase at a
price equal to 50% of the after-tax proceeds of the Policy actually received by
the Company (the "Price"), and you hereby agree to sell to FSAC or its designee
at the Price (which agreement shall be binding on your estate), all securities
of FSAC beneficially owned by you (including FSAC securities previously
transferred by you, and FSAC securities received in exchange for the Company's
securities previously transferred by you, in each case to any of your spouse,
descendants or trusts for any of the foregoing) at the time of your death (the
"Shares"). Notwithstanding the immediately preceding sentence, if the Policy is
extended by the Company beyond February 1, 1997 and the fair market value of the
Shares at the time of the purchase contemplated hereby would exceed the Price,
then FSAC shall be entitled to purchase, and you (and your estate) shall be
obligated to sell, only that number of the Shares as is equal to the quotient
obtained by dividing the Price by such fair market value. For purposes of the
immediately preceding sentence, the fair market value of the Shares shall be
determined by an investment banker jointly selected by FSAC and your legal
representative or, if they cannot promptly agree on a banker, by an investment
banker jointly selected by investment bankers respectively selected by each of
FSAC and your legal representative. Notwithstanding anything in this Paragraph
10 to the contrary, if you so request of the Company in writing prior to the
expiration or termination of the Policy, and it is permitted by the terms of the
Policy and the underwriter thereof, the Company will fully cooperate with you in
attempting to have the Policy (in its original, or any adjusted, amount of
coverage) and all of its rights (including the right to designate a beneficiary)
and obligations (including the obligation to pay premiums) assigned to you by,
and assumed by you from, the Company. If such assignment and assumption is made,
all rights and obligations under this Paragraph 10 with respect to the Shares
shall thereupon automatically cease.
11. Remedies. In the event of a breach or threatened breach by you of
any of the provisions of Paragraph 7 above, you agree that the Company shall be
entitled, in addition to any other remedies, to injunctive relief in a court of
appropriate jurisdiction to remedy such breach or threatened breach. You agree
and acknowledge that the payment of compensation and other benefits under
Paragraphs 3 and 4 above, and the vesting and exercisability of the options to
be granted under Paragraph 5 above, are expressly conditioned on the continued
performance of your covenants under Paragraph 7 above.
12. Validity. The invalidity or unenforceability of any provision of
this letter agreement shall not affect the validity or enforceability of any
other provision hereof;
FSAC * EBIC
TWO XXXXX XXXXX XXXXXX, XXXXX 0000, XXX XXXX, XXX XXXX
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Xx. Xxxxxx X.X. Xxxxxxxx
November 19, 1996
Page 5
provided, however, that if any one or more of the terms contained in Paragraph 7
above shall for any reason be held to be excessively broad with regard to time,
duration, geographic scope or activity, that term shall not be deleted but shall
be construed and/or reformed in a manner to enable it to be enforced to the
maximum extent possible.
13. Attorneys' Fees. In the event that you, on the one hand, and FSAC
and/or the Company, on the other hand, become involved in any action, suit or
proceeding relating to an alleged breach of this letter agreement and a monetary
judgment or injunctive relief in such action, suit or proceeding is rendered or
entered against either party, such party shall be liable for and pay to the
prevailing party on demand all costs and expenses (including reasonable
attorneys' fees) incurred by such prevailing party in connection with such
action, suit or proceeding, including any appeal therefrom.
14. Assignment. This letter agreement, and your rights and obligations
hereunder, are personal to you and may not be assigned by you.
15. Binding Effect; Amendment; Governing Law. This letter agreement
contains all material terms of the agreement among you, FSAC and the Company,
and shall be fully effective and binding upon its execution by all parties
hereto. This letter agreement may not be amended except by a writing signed by
all parties hereto. This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York.
FSAC * EBIC
TWO XXXXX XXXXX XXXXXX, XXXXX 0000, XXX XXXX, XXX XXXX
TEL. 000-000-0000 FAX 000-000-0000
Xx. Xxxxxx X.X. Xxxxxxxx
November 19, 1996
Page 6
If this letter agreement correctly sets forth your understanding of our
agreement, please so indicate by signing below, whereupon this letter agreement
shall become effective.
Very truly yours,
FINANCIAL SERVICES ACQUISITION
CORPORATION
By: /s/ Xxxxxxx Xxxxxx
-------------------
Xxxxxxx Xxxxxx, Chairman
EURO BROKERS INVESTMENT
CORPORATION
By: /s/ Xxxxxxx Xxxxxx
-------------------
Xxxxxxx Xxxxxx, Vice Chairman
Agreed:
/s/ Xxxxxx X.X. Xxxxxxxx
------------------------
Xxxxxx X.X. Xxxxxxxx
FSAC * EBIC
TWO XXXXX XXXXX XXXXXX, XXXXX 0000, XXX XXXX, XXX XXXX
TEL. 000-000-0000 FAX 000-000-0000
