1
EXHIBIT 10.22
AGREEMENT
THIS AGREEMENT entered into this 9th day of November, 1994, by and
between Xxxx Xxx Corporation, a Maryland corporation, with its principal place
of business at Three First Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000
Xxxxxx Xxxxxx of America (hereinafter called "Xxxx Xxx"), and Xxxxx X.
Xxxxxxx, an individual whose principal residence is at Xxxxxxxxxxxxxx 0, 0000
X0 Xxxxxxxxx, Xxx Xxxxxxxxxxx (hereinafter called "Meysman").
WITNESSETH:
WHEREAS, Xxxx Xxx has elected Meysman to serve as a Senior Vice
President and has nominated Meysman to serve as Chairman of the Board of
Management of Xxxx Xxx/DE N.V., an indirect, wholly-owned subsidiary of Xxxx
Xxx incorporated in the Netherlands (hereinafter called "Xxxx Xxx/DE"); and
WHEREAS, the Supervisory Board of Xxxx Xxx/DE has approved the
nomination of Meysman as Chairman of the Board of Management of Xxxx Xxx/DE;
and
WHEREAS, Meysman has agreed to serve Xxxx Xxx as a Senior Vice
President and Xxxx Xxx/DE as Chairman of its Board of Management in
consideration for certain compensation and benefits; and
WHEREAS, Meysman has entered into a written employment agreement with
Xxxx Xxx/DE dated as of November 9, 1994, providing for certain of the
compensation and benefits related to his service as Chairman of the Board of
Management of Xxxx Xxx/DE (hereinafter called "Xxxx Xxx/DE Agreement"); and
1
2
WHEREAS, Xxxx Xxx has agreed to provide certain additional benefits to
Meysman in consideration for his service as a Senior Vice President;
NOW, THEREFORE, Xxxx Xxx and Xxxxxxx hereby agree to the following
terms and conditions with respect to the additional benefits which Xxxx Xxx
shall provide to him:
1. SHORT-TERM (ANNUAL) INCENTIVE PLAN
During the term of this Agreement, Meysman shall be entitled to
participate in the Xxxx Xxx Corporation Short-Term (Annual) Incentive Plan
(hereinafter called the "Annual Plan") applicable for each Xxxx Xxx fiscal
year. The Annual Plan shall provide for the payment of additional cash
compensation on a fiscal year basis, the amount of which shall be related to
the performance of operating businesses for which Meysman is accountable and/or
the performance of Xxxx Xxx Corporation in its entirety. Meysman shall be
eligible to earn an incentive award of up to ninety-five percent (95%) of the
base salary payable to him under the Xxxx Xxx/DE Agreement. The performance
standards against which his award will be determined shall be established at
the beginning of each fiscal year during the term of this Agreement by the Xxxx
Xxx executive to whom Meysman reports and the terms and provisions established
for the Annual Plan by Xxxx Xxx'x Board of Directors, or a committee thereof.
2. LONG TERM INCENTIVE PLANS
During the term of this Agreement, Meysman shall be entitled to
participate in any Xxxx Xxx long term incentive compensation plan providing for
the payment of additional cash compensation (hereinafter called "Long-Term
Plan"). The amount of cash compensation payable under the Long-Term Plan shall
be related to the performance of operating businesses for which Meysman is
accountable and/or the performance of Xxxx Xxx Corporation in its entirety.
The time period for which performance shall be measured, the maximum amount of
compensation
2
3
which he may earn and the procedures for determining his earnings under such
plans, shall be established by Xxxx Xxx'x Board of Directors, or a committee
thereof.
3. STOCK OPTION PLANS
During the term of this Agreement, Meysman shall be entitled to
participate in any stock option plans providing for the granting of options to
purchase shares of Xxxx Xxx securities over an extended period of time at the
market value of such shares on the date of grant of the option, and in any
plans which provide for the distribution or reservation of shares for
management personnel, including, without limitation, restricted stock plans.
The number of shares to which Meysman shall be entitled pursuant to a grant,
distribution or reservation under a particular plan shall be established by
Xxxx Xxx'x Board of Directors, or a committee thereof.
4. DEFERRED COMPENSATION PLANS
During the term of this Agreement, Meysman shall be entitled to
participate in any plans which permit management personnel of Xxxx Xxx to defer
the payment to him or her of base salary or incentive annual or long term cash
compensation.
5. FINANCIAL COUNSELING
During the term of this Agreement, Xxxx Xxx shall reimburse Meysman,
or pay directly to such financial adviser as Meysman may direct, the fees
related to his personal financial counseling, provided that the amount of such
fees that Xxxx Xxx shall be obligated to pay during any one calendar year shall
not exceed three percent (3%) of Meysman's base salary at the [beginning/end]
of such calendar year.
3
4
6. PARTICIPATION SUBJECT TO TERMS OF PLANS
Meysman shall be entitled to participate in the above-described
benefits plans on the same basis as other Xxxx Xxx management personnel of the
same employment grade and rank as Meysman.
Meysman's participation in the above-described benefit plans shall be
subject at all times to the terms and conditions of such plans, as they may
exist from time-to-time, and as established by Xxxx Xxx'x Board of Directors,
or a committee thereof. Meysman acknowledges that Xxxx Xxx shall have the
right to amend or discontinue any plan at any time, subject to the rights
which Meysman shall have accrued under such plan prior to the effective date of
any amendment or discontinuance.
7. TERMINATION OF AGREEMENT
Meysman shall continue to be entitled to participate in the benefit
plans provided for in this Agreement until such time as annexes A or B to the
Xxxx Xxx/DE Agreement become applicable.
8. OTHERS TERMS AND CONDITIONS OF EMPLOYMENT
All other terms and conditions of the Xxxx Xxx/DE Agreement shall
remain in full force and effect as set forth in that certain agreement dated
November 9, 1994, by and between Meysman and Xxxx Xxx/DE.
4
5
IN WITNESS WHEREOF, Meysman and Xxxx Xxx have signed this Agreement on
the date first above written.
XXXX XXX CORPORATION
By: /s/ Xxxx X. Xxxx
____________________________
Xxxx X. Xxxx
Senior Vice President
Human Resources
/s/ Xxxxx X. Xxxxxxx
________________________________
Xxxxx X. Xxxxxxx
5
