Re: Termination of Consulting Agreement and Continued Service on the Board of Directors
Exhibit 10.19
February 26, 2013
Xx. Xxx Xxxxxxxx
000 0xx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000
| Re: | Termination of Consulting Agreement and Continued Service on the Board of Directors |
Dear Xxx:
We would like to thank you for your services as a consultant and member of the Board of Directors of VTB Holdings, Inc. (the “Company”). This letter agreement is to memorialize the agreement between you and the Company regarding the termination of your consulting services under the Consulting Agreement, dated October 12, 2010, between you and the Company (the “Consulting Agreement”).
Pursuant to our mutual agreement, the Consulting Agreement shall be terminated effective April 12, 2013, other than with respect to Sections 6 through 15 thereof, which shall survive and continue in full force and effect in accordance with their terms. Upon termination of the Consulting Agreement, you shall receive a final payment of $71,500 with respect to your services under the Consulting Agreement through April 12, 2013 and thereafter you shall be entitled to no further compensation thereunder. Notwithstanding the termination of the Consulting Agreement, the Company wishes to have you continue to serve as the Chairman of the Company’s Board of Directors. Therefore, effective April 13, 2013, and in connection with your service as Chairman of the Board of Directors, you will be entitled to receive the following:
| • | Annual compensation of $150,000, payable quarterly in arrears; and |
| • | Reimbursement of reasonable expenses incurred in connection with your duties as a member of the Board of Directors, in accordance with the Company’s reimbursement policy. Notwithstanding the foregoing, you will be entitled to reimbursement for the lowest available cost business class travel arrangements for both intercontinental and transcontinental travel. |
In addition, we have agreed to amend certain provisions of the Stock Award Agreement, dated June 21, 2011 between you and the Company (the “Stock Award Agreement”), in accordance with the amendment attached hereto as Exhibit A.
Please indicate your acceptance of the terms of this letter agreement by countersigning below and by signing the First Amendment to the Stock Award Agreement attached as Exhibit A. Please return signed copies of this letter agreement and the amendment to Xxxxx Xxxxxx at 000 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxx 00000.
| Sincerely, | ||
| VTB Holdings, Inc. | ||
| By: | /s/ Xxxxxxx X. Xxx | |
| Name: | Xxxxxxx X. Xxx | |
| Title: | President | |
| Accepted and Agreed: | ||
| /s/ Xxxxxx Xxxxxxxx | ||
| Xxxxxx Xxxxxxxx | ||
EXHIBIT A
FIRST AMENDMENT TO XXXXXX XXXXXXXX’X
VTB HOLDINGS, INC. STOCK AWARD AGREEMENT
WHEREAS, pursuant to the VTB Holdings, Inc. 2011 Equity Incentive Plan (the “Plan”), VTB Holdings, Inc. (the “Company”) granted Xxxxxx Xxxxxxxx (the “Grantee”) 2,822582 shares of Common Stock (as defined in the Plan) pursuant to the VTB Holdings, Inc. Stock Award Agreement, dated June 21, 2011 (the “Stock Award Agreement”);
WHEREAS, the shares of Common Stock granted to the Grantee were equally divided into Director Shares (as defined in the Stock Award Agreement) and Consulting Shares (as defined in the Stock Award Agreement);
WHEREAS, effective April 12, 2013, the Grantee will no longer provide consulting services to the Company; however, the Grantee will continue to serve as a Director of the Company;
WHEREAS, the Company and the Grantee agree to amend the Stock Award Agreement to eliminate the Company’s rights to repurchase the Consulting Shares triggered upon the Grantee’s termination of consulting services to the Company and the Company and the Grantee agree that the Consulting Shares will be subject to the same repurchase provisions as are applicable to the Grantee’s Director Shares.
NOW THEREFORE, pursuant to Section 13 of the Stock Award Agreement, and intending to be legally bound hereby, the parties hereto agree to amend the Stock Award Agreement, effective as of April 12, 2013, as follows:
| 1. | Section 6.a. of the Stock Award Agreement is hereby amended and restated in its entirety to read as follows: |
“a. In the event that prior to October 12, 2014, the Grantee voluntarily terminates his position as a member of the board of directors of the Company, or otherwise attempts to dispose of, transfer, or sell the Shares subject to this Agreement, the Company or its designee shall have the right (but not the obligation) to repurchase such Shares for a repurchase price equal to the Grantee’s per share federal and state income tax liability on the applicable Shares as evidenced by the Grantee’s Section 83(b) election filed pursuant to Section 2 above and assuming an applicable combined tax rate of 50.6% (the “Repurchase Right”).”
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| 2. | Section 6(b) of the Stock Award Agreement is hereby amended and restated in its entirety to read as follows: |
“b. The Repurchase Right will lapse (i) with respect to 2.0833% of the Shares on July 12, 2011 and on the 12th day of every month thereafter through October 12, 2014 or (ii) with respect to all of the Shares, if the Grantee remains on the board of directors of the Company through the consummation of an Approved Sale prior to October 12, 2014.”
| 3. | Section 6(c) of the Stock Award Agreement is hereby amended and restated in its entirety to read as follows: |
“c. Grantee and the Company agree that on the Grant Date, the Repurchase Right is not applicable as to 16.67% of the Shares.”
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to the Stock Award Agreement this 26th day of February, 2013.
| VTB HOLDINGS, INC. | ||
| By: | ||
| Name: | Xxxxxxx X. Xxx | |
| Title: | President | |
| Xxxxxx Xxxxxxxx | ||
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