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EXHIBIT 10(l)iii
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT made as of June 30, 1998 by and
among United States Trust Company ("USTC"), a banking and trust company having
its principal place of business in Boston, Massachusetts, UST Corp. ("UST"), a
Massachusetts corporation also having its principal place of business in Boston,
Massachusetts and the parent of USTC, and Xxxxxxx Xxxxxxxxx (the "Employee").
WHEREAS, the Employee and USTC have entered into an Employment Agreement as
of February 14, 1995 (the "Employment Agreement") in which UST joined for
certain purposes; and
WHEREAS, the Employment Agreement provides that it may not be amended
except by a written instrument executed by USTC, UST and the Employee; and
WHEREAS, USTC, UST and the Employee now wish to amend the Employment
Agreement to require that the Employee not solicit clients and employees of USTC
for a period of one year after the date of certain terminations of the
Employee's employment by USTC;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, USTC, UST and the Employee agree as follows:
1. Amendment to Employment Agreement. The Employment Agreement is hereby
amended as follows:
(a) The following new Sections 12(e) and (f) are hereby added to the
Employment Agreement:
"(e) If during the period from June 30, 1998 through June 30, 2002, the
Employee's employment with USTC shall terminate voluntarily or is terminated by
USTC in the circumstances set forth in Section 7(a), for a period of one (1)
year after such termination, in addition to any other obligation Employee may
have hereunder, Employee shall not, directly or indirectly:
(i) Provide or attempt to provide, whether as an officer, director,
employee, partner, independent contractor or otherwise, investment advisory
services to any person or entity who as of the date of such termination is a
Present Client;
(ii) Interfere with AM's relations with any person or entity who as of
the date of such termination is a Present Client; or
(iii) Induce or attempt to induce directly or indirectly any
professional employee of AM to terminate his or her
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employment or hire or attempt to hire, directly or indirectly, any such person.
The Employee shall have no further obligations under this Section 12(e) or
under Section 12(f), and such Sections shall be void and of no further force or
effect, if this Agreement shall be terminated by the Employee/Principals
pursuant to Section 5 hereof.
(f) If, in violation of Section 12(e) hereof, within the applicable one (1)
year period, Employee in any of the capacities listed shall provide investment
advisory services to any person or entity who as of the date of Employee's
termination was a Present Client, then in addition to all other rights and
remedies available to USTC, Employee shall pay to USTC promptly all compensation
received by Employee or any corporation, firm or other organization with which
Employee is employed or otherwise associated in any such capacity with respect
to the two (2) years following commencement of providing such services to such
Present client."
(b) Section 11(i) is hereby amended to insert the words "other than Section
12(e)" after the words "Section 12".
(c) The heading for Section 12 is hereby amended to delete the words "Phase
II".
(d) The phrase "subsections (a)(i) and (b)(i)" is hereby deleted from the
first line of Section 12(c) and the phrase "subsections (a)(i), (b)(i) and
(c)(i)" substituted therefor.
2. Compensation for Amendment. In full compensation for the agreement of
the Employee to amend the Employment Agreement as set forth in Section 1 and for
the Employee's agreement not to solicit Clients and professional employees of
USTC as set forth therein, UST shall pay the Employee $1,210,000 within ten (10)
days after the execution and delivery of this Amendment by the Employee. In no
circumstances shall such amount be refundable to, or recoverable by, UST or any
other person or entity.
3. Miscellaneous.
(a) Capitalized terms used, but not otherwise defined, herein shall have
the meanings given them in the Employment Agreement.
(b) As amended hereby, the Employment Agreement shall hereafter continue in
full force and effect in accordance with its terms.
(c) This Amendment shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts
without regard to its principles of conflicts of laws.
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IN WITNESS WHEREOF, USTC, UST and the Employee have executed this Amendment
as a sealed instrument as of the date first above written.
EMPLOYEE: UNITED STATES TRUST COMPANY
/s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Xxxxxxx Xxxxxxxxx Title:
UST CORP.
By: /s/ Xxxx X. Xxxxxxxx
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Title:
Pursuant to Article VII of that certain Unifying Agreement dated
February 14, 1995 among USTC, UST, the Employee, the undersigned and
certain others, the undersigned hereby consent and agree to the foregoing
Amendment.
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx Xxxxxxx
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Xxxxxxx X. Xxxxx Xxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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